10-K: Merit Medical Systems Reports Strong 2025 Growth
Annual Report
Merit Medical Systems, Inc. reported robust financial results for the fiscal year ended December 31, 2025, with significant revenue growth and increased profitability driven by strategic acquisitions and strong demand.
Summary
- Net sales increased 11.8% to $1.516 billion in 2025, up from $1.357 billion in 2024.
- Gross profit as a percentage of sales improved to 48.7% in 2025 from 47.4% in 2024.
- Net income rose to $128.5 million ($2.13 per diluted share) in 2025, compared to $120.4 million ($2.03 per diluted share) in 2024.
- Cardiovascular segment sales grew 10.9% to $1.443 billion in 2025.
- Endoscopy segment sales surged 33.0% to $72.9 million in 2025.
- U.S. sales increased 13.6% to $909.5 million, representing 60.0% of net sales in 2025.
- International sales grew 9.1% to $606.4 million, accounting for 40.0% of net sales in 2025.
- Completed acquisitions of Biolife, L.L.C. in May 2025 and the C2 CryoBalloon device from Pentax of America, Inc. in November 2025.
- Cash provided by operating activities increased by $76.6 million to $297.4 million in 2025.
- Capital expenditures for property and equipment were $81.7 million in 2025.
- The Corporate Integrity Agreement (CIA) with the Office of Inspector General (OIG) formally concluded on January 23, 2026.
Sentiment
Score: 8
Explanation: StockSavvy.ai views this as a strong performance, demonstrating solid growth in sales and profitability, effective integration of acquisitions, and a commitment to innovation and sustainability, despite facing geopolitical and competitive headwinds.
Positives
- Net sales grew by a strong 11.8% to $1.516 billion in 2025.
- Gross profit margin improved to 48.7% in 2025, indicating enhanced profitability.
- Net income increased by 6.7% to $128.5 million, with diluted EPS rising to $2.13.
- The Endoscopy segment showed significant growth of 33.0% in sales.
- Cash flow from operating activities increased substantially by $76.6 million to $297.4 million.
- Successfully integrated recent acquisitions, including Biolife, L.L.C. and the C2 CryoBalloon device.
- The Corporate Integrity Agreement (CIA) with the OIG was formally completed in January 2026, removing a significant compliance oversight.
- No material security breaches were experienced in the last three years, demonstrating strong cybersecurity measures.
- Achieved ISO 14001 certification at nine facilities and ISO 45001 certification at eight manufacturing facilities and one distribution facility, highlighting commitment to environmental and occupational health standards.
- Maintained zero healthcare plan cost increases for U.S. employees for the tenth consecutive year.
- Employee engagement survey participation reached a high of 93% in 2025, indicating a positive internal culture.
- The China subsidiary was recognized as a China Top Employer for five consecutive years.
Negatives
- Selling, general and administrative (SG&A) expenses increased by 13.9% to $455.2 million in 2025.
- Research and development (R&D) expenses increased by 11.3% to $97.4 million in 2025.
- Other expense, net, increased to $13.8 million in 2025 from $5.7 million in 2024, primarily due to decreased interest income.
- The effective income tax rate increased to 24.8% in 2025 from 19.8% in 2024.
- Negative impacts from China's volume-based procurement (VBP) policy on product pricing and revenue have persisted since 2022 and are expected to continue in 2026.
- Inventory levels increased by $21.6 million in 2025, partly due to a strategy to build bridge inventory for production line transfers and increases in safety stock due to vendor supply delays.
- Foreign currency exchange rate fluctuations negatively impacted net sales by $(7.2) million in 2024 and $(6.4) million in 2023, although it had a positive impact of $5.2 million in 2025.
Risks
- Disruptions in the supply from third-party vendors of materials and components, including sterilization services, could lead to product shortages and price increases.
- Cost volatility, particularly for raw materials like resins, transportation, and labor, may adversely affect operations and profitability if not offset by price increases or cost reductions.
- Changes in economic and geopolitical conditions, domestic and foreign trade policies (e.g., tariffs), and monetary policies could increase manufacturing costs, disrupt supply chains, and reduce demand.
- Damage or interruption to operations, facilities, manufacturing processes, or information technology systems due to natural disasters, cyber-attacks, or geopolitical disruptions could adversely affect business.
- Consolidation in the healthcare industry, group purchasing organizations, and public cost-containment measures (like China's VBP policy) lead to demands for price concessions, reducing revenues and margins.
- Inability to compete in markets due to rapid technological change, new market entrants, or failure to adapt to emerging technologies such as artificial intelligence (AI).
- Substantial costs and integration challenges associated with evaluating, negotiating, and closing acquisitions, and failure to realize anticipated benefits from acquired businesses.
- Inability to accurately forecast customer demand for products and manage inventory effectively, potentially leading to write-downs or inability to meet order requirements.
- Reliance on third-party distributors in many countries exposes the company to commercial, legal, compliance, and reputational risks.
- Failure to effectively execute leadership succession plans and attract, develop, and retain key employees could harm business or results of operations.
- The extensive and dynamic FDA regulatory clearance process, and foreign regulatory approvals (e.g., EU MDR), may lead to delays, increased expenses, or product discontinuation.
- Unsuccessful preand post-market clinical trials relating to products could have a material adverse effect on prospects.
- The medical device industry is subject to extensive scrutiny and regulation by governmental authorities, and violations could result in significant penalties.
- Laws targeting fraud and abuse in the healthcare industry (e.g., Anti-Kickback Statute, False Claims Act) could lead to investigations, fines, and exclusion from federal programs.
- Failure to comply with the U.S. Foreign Corrupt Practices Act and similar anti-bribery laws in non-U.S. jurisdictions could result in civil and criminal penalties.
- Limits on reimbursement imposed by governmental and other programs may adversely affect customer purchasing decisions.
- Evolving domestic and foreign laws and regulations regarding privacy and data protection (e.g., HIPAA, GDPR, PIPL) could result in claims, penalties, and increased operational costs.
- Use of products in unapproved circumstances could expose the company to liabilities and regulatory actions.
- Products may be subject to product liability claims and warranty claims, potentially leading to significant costs, recalls, or reputational harm.
- Misconduct by employees, independent contractors, consultants, manufacturers, and distributors could lead to regulatory actions or lawsuits.
- Routine involvement in litigation, including product liability, intellectual property, and regulatory compliance matters, could affect financial condition and results of operations.
- Changes in tax laws, fluctuations in tax rates, or exposure to additional tax liabilities (e.g., OECD Pillar Two, U.S. budget reconciliation package) may adversely affect the effective tax rate.
- Failure to comply with applicable environmental, health, and safety laws and regulations (e.g., PFAS, Ethylene Oxide use) could negatively affect business.
- Negative impacts from corporate social responsibility (CSR) laws, regulations, practices, and evolving stakeholder expectations.
- Risks related to climate change, including increased frequency and severity of natural disasters, could cause business and supply chain interruptions.
- Inability to protect intellectual property (patents, trade secrets, trademarks) could harm business and financial condition.
- Claims by third parties that the company infringes their intellectual property rights could lead to costly litigation or licensing expenses.
- Reliance on information technology systems, with risks of material disruption or security breaches, could adversely affect business, reputation, or financial condition.
- Agreements and instruments governing debt contain restrictions and limitations that could significantly affect the ability to operate and liquidity.
- Inability to service all indebtedness if cash flow is insufficient or additional liquidity sources are inaccessible.
- The fundamental change repurchase feature of the Convertible Notes may delay or prevent an otherwise beneficial attempt to acquire the company.
- The market price of common stock has been and may continue to be volatile.
- Fluctuations in foreign currency exchange rates may negatively impact financial results.
Future Outlook
Merit Medical Systems anticipates continued negative impacts from China's volume-based procurement (VBP) policy on revenue in 2026. The company expects to spend approximately $80 million to $100 million in 2026 for property and equipment, including a new distribution facility in South Jordan, Utah. It plans to continue implementing its eWorq program globally, aiming for 93% adoption by the end of 2026. The company is also preparing to comply with the European Union's Medical Device Regulation (MDR) before transitional periods expire in December 2027 or 2028, though some products may be discontinued or postponed in the E.U. Merit Medical Systems expects to continue utilizing AI in its operations and pursuing new AI technology partnerships. Management believes existing cash balances, anticipated future cash flows from operations, and borrowings under long-term debt agreements will be adequate to fund current and planned future operations for the foreseeable future.
Management Comments
- "We believe that long-term value is created for our customers, employees, shareholders, and communities when we focus outward and are determined to deliver an exceptional customer experience."
- "We believe the classified board provision will help to assure the continuity and stability of our Board of Directors and the business strategies and policies of our company as determined by the Board of Directors."
- "We expect the Control Shares Act to have an anti-takeover effect with respect to transactions not approved in advance by our Board of Directors. The Control Shares Act may also discourage takeover attempts that might result in a premium over the market price for the shares of common stock held by our shareholders."
- "We intend to continue our compliance program with continual improvements tailored to the nature of our medical device business."
- "We currently believe that our existing cash balances, anticipated future cash flows from operations and borrowings under our long-term debt agreements will be adequate to fund our current and currently planned future operations for the next twelve months and the foreseeable future."
Industry Context
StockSavvy.ai notes that Merit Medical Systems operates in a complex, highly competitive, and rapidly evolving global medical technology marketplace, characterized by continuous technological advancement, industry consolidation, and persistent demands for price reductions. The company's strategic focus on research and development, coupled with recent acquisitions in high-growth areas like endoscopy and interventional oncology, aligns with broader industry trends emphasizing innovation and market expansion. However, the ongoing negative impact of China's volume-based procurement (VBP) policy reflects a significant challenge faced by many medical device manufacturers globally due to governmental cost-containment initiatives. Merit Medical Systems' commitment to sustainability and employee well-being also positions it favorably amidst increasing industry and stakeholder focus on environmental, social, and governance (ESG) factors.
Comparison to Industry Standards
- Merit Medical Systems is a leading provider of digital inflation technology globally.
- The company is a market leader in the U.S. for analog inflation devices, control syringes, radar localization, waste-disposal systems, embolic beads, tubing, and manifolds.
- Merit Medical Systems competes with major medical device companies such as Teleflex Incorporated, Cook Medical Incorporated, Medtronic plc, Boston Scientific Corporation, Becton, Dickinson and Company (BD), Abbott Laboratories, Terumo Corporation, Edwards Lifesciences Corporation, Stryker Corporation, Johnson & Johnson, Getinge AB, and Olympus Corporation.
- The company also faces competition from domestic medical device companies in key international markets like China and Japan.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Executive Officer and President | Fred P. Lampropoulos | Martha G. Aronson | October 3, 2025 | Resignation of previous CEO and appointment of new CEO. |
| Director | NA | Martha G. Aronson | October 3, 2025 | Appointment as new CEO and Director. |
| Director and Chair of the Board | Fred P. Lampropoulos | NA | January 4, 2026 | Resignation. |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Director Liability Limitation | Articles limit the personal liability of directors to the fullest extent permitted by applicable law, which may reduce derivative litigation and discourage lawsuits against directors for breach of duty of care. | NA | May reduce legal risks for directors but could potentially limit shareholder recourse for certain actions. |
| Shareholder Action and Meetings | Bylaws require shareholders to comply with various advance notice requirements for proposing business at meetings, which may deter shareholders from submitting proposals. | NA | Could streamline meeting agendas but potentially limit shareholder influence on corporate matters. |
| Classified Board of Directors | The Board of Directors is divided into three classes serving staggered three-year terms, with approximately one-third elected each year, intended to assure continuity and stability. | NA | Could discourage third parties from making tender offers or attempting to obtain control and delay shareholders from removing a majority of directors for two years. |
| Authorized but Unissued Shares | The company is authorized to issue 100,000,000 shares of common stock and 5,000,000 shares of preferred stock, with 59,431,931 common shares outstanding as of February 20, 2026. The existence of authorized but unissued shares could make it more difficult to obtain control of the company. | NA | Provides flexibility for future capital raises or acquisitions but can also serve as an anti-takeover measure. |
| Utah Control Shares Acquisitions Act | The company is subject to the Utah Control Shares Acquisitions Act, which denies voting rights to control shares acquired in a control share acquisition unless approved by disinterested shareholders. The company's Articles and Bylaws do not currently provide for redemption rights or deny dissenters' rights. | NA | Expected to have an anti-takeover effect for transactions not approved by the Board, potentially discouraging takeover attempts that might offer a premium to shareholders. |
| Business Combinations (Utah Code) | Under Utah Code Sections 16-10a-1801 to 16-10a-1804, the company is prohibited from entering into business combinations with 'interested shareholders' (owning 20% or more of voting stock) for five years, unless specific conditions are met. | May 9, 2017 | May have an anti-takeover effect with respect to such business combinations. |
| Corporate Integrity Agreement (CIA) | The five-year CIA with the OIG, a condition of settlement with the DOJ, expired in October 2025. A formal completion letter was received on January 23, 2026. The company intends to continue its compliance program. | October 2020 (entered), October 2025 (expired), January 23, 2026 (completion letter) | Successful completion indicates strong compliance, and the ongoing commitment to a robust compliance program is positive for governance. |
| Insider Trading Policy | Adopted a corporate policy on insider trading (revised May 15, 2025) to promote compliance with insider trading laws, rules, and regulations. | May 15, 2025 | Enhances ethical conduct and regulatory compliance for directors, officers, and employees regarding securities transactions. |
Legal Proceedings
- SEC Inquiry: The SEC's Division of Enforcement concluded its inquiry into the company's business activities in China, including interactions with hospitals and healthcare officials, and notified the company in Q3 2025 that no enforcement action was being recommended.
- General Litigation: The company is routinely involved in various claims and litigation matters, including product liability, intellectual property, contract disputes, and employment matters. Management believes no current legal proceedings, individually or in the aggregate, could have a material adverse effect on the company's financial position, results of operations, or cash flows.
Related Party Transactions
- During 2023, a former Merit director, who was also a former shareholder of Cianna Medical, received $0.9 million as a final contingent payment for the achievement of sales milestones specified in the 2018 merger agreement with Cianna Medical.
Stakeholder Impact
- Shareholders: Positive financial results (revenue, profit, EPS growth) and the resolution of the SEC inquiry are favorable. However, anti-takeover provisions in charter documents and Utah law could limit shareholders' ability to influence control changes or realize takeover premiums. Stock price volatility remains a risk.
- Employees: The company continues to invest in its people through competitive compensation and benefits, wellness programs, and talent development initiatives. High employee engagement is reported. The recent CEO transition could introduce temporary disruptions.
- Customers: The company's focus on innovation and a diverse product range aims to meet customer needs. However, customers may face pressure for price concessions due to healthcare industry consolidation and cost-containment measures, which could indirectly affect product availability or pricing.
- Suppliers: Reliance on third-party vendors for raw materials and sterilization services exposes the company to supply chain risks, including potential shortages and price increases.
- Creditors: The company's debt agreements contain restrictive covenants that could affect its ability to operate and its liquidity, requiring careful management of financial ratios and obligations.
Next Steps
- Continue to develop and launch innovative products to support clinical trends and address the increasing demands of target markets.
- Implement the eWorq program at manufacturing facilities globally to eliminate paper, with a goal of 93% adoption by the end of 2026.
- Obtain MDR approvals for principal products sold in the E.U. ahead of transition deadlines (December 31, 2027, or December 31, 2028, depending on risk classification).
- Continue to evaluate the full impact of the U.S. budget reconciliation package (OBBBA) and OECD Pillar Two global minimum tax rules.
- Fred P. Lampropoulos will provide consulting services to Merit Medical Systems until March 31, 2026.
- Merit Medical Systems is obligated to perform certain manufacturing, transition, and distribution services to Health Line International Corporation for a period of up to 24 months following the closing of the Dual Cap product line sale on February 17, 2026.
Key Dates
| Date | Description |
|---|---|
| October 2020 | Merit Medical Systems entered into a five-year Corporate Integrity Agreement (CIA) with the Office of Inspector General (OIG). |
| January 2022 | Received requests from the SEC Division of Enforcement for information relating to business activities in China (SEC Inquiry). |
| May 1, 2023 | Acquired certain assets from ART related to intellectual property rights for soft tissue markers. |
| May 4, 2023 | Acquired the Surfacer Inside-Out Access Catheter System from Bluegrass Vascular Technologies, Inc. for approximately $32.7 million. |
| June 6, 2023 | Entered into a Fourth Amended and Restated Credit Agreement (Fourth A&R Credit Agreement) with Wells Fargo Bank, National Association and other financial institutions. |
| June 8, 2023 | Acquired assets associated with a portfolio of dialysis catheter products and the BioSentry Biopsy Tract Sealant System from AngioDynamics, Inc. for $100 million. |
| December 5, 2023 | Executed an amendment to the Fourth A&R Credit Agreement to facilitate the issuance of Convertible Notes. |
| December 8, 2023 | Issued $747.5 million aggregate principal amount of 3.00% Convertible Senior Notes due 2029 and entered into privately negotiated capped call transactions. |
| March 8, 2024 | Entered into an asset purchase agreement with Scholten Surgical Instruments, Inc. (SSI) to acquire assets associated with the Bioptome, Novatome, and Sensatome devices. |
| July 1, 2024 | Acquired the EsophyX Z+ device and various related assets from EndoGastric Solutions, Inc. for $105 million. |
| November 1, 2024 | Acquired Cook Medical Holdings LLC's lead management business for $210 million. |
| May 16, 2025 | Entered into an Agreement and Plan of Merger with Biolife, L.L.C. |
| May 20, 2025 | The Biolife Merger was completed, making Biolife a wholly-owned subsidiary. |
| July 2025 | Celebrated the one-year anniversary of the launch of 'The Merit Way' values program. |
| July 4, 2025 | The U.S. enacted a budget reconciliation package (OBBBA) which includes a broad range of tax provisions affecting businesses. |
| September 30, 2025 | The SEC's Division of Enforcement notified Merit Medical Systems that they had concluded the SEC Inquiry and were not recommending enforcement action. |
| October 3, 2025 | Fred Lampropoulos resigned as Chief Executive Officer and President, and Martha G. Aronson was appointed as a Director and as the new Chief Executive Officer and President. |
| October 2025 | The Corporate Integrity Agreement (CIA) with the OIG expired. |
| November 3, 2025 | Acquired the C2 CryoBalloon device and related technology from Pentax of America, Inc. for a $19 million cash payment and potential contingent payments up to $3 million. |
| December 31, 2025 | Fiscal year ended. |
| January 3, 2026 | Expiration of the Transition Services Agreement between Merit and Fred P. Lampropoulos. |
| January 4, 2026 | Fred P. Lampropoulos resigned as a Director and Chair of the Board of Merit. |
| January 7, 2026 | Consulting Agreement entered into between Merit Medical Systems, Inc. and Fred P. Lampropoulos. |
| January 23, 2026 | Received a letter from OIG signaling formal completion of the Corporate Integrity Agreement (CIA). |
| January 31, 2026 | Entered into an Asset Purchase Agreement with Health Line International Corporation (HL) to sell certain assets relating to the Dual Cap product line for $28 million. |
| February 17, 2026 | Closed the HL Transaction with Health Line International Corporation. |
| February 24, 2026 | Filing date of the Annual Report on Form 10-K. |
| March 31, 2026 | Expiration date of the Consulting Agreement with Fred P. Lampropoulos. |
| June 30, 2026 | Expiration date of the non-qualified Employee Stock Purchase Plan (ESPP). |
| December 15, 2026 | Effective date for ASU 2024-03 (Improvements to Income Tax Disclosures) for fiscal years beginning after this date. |
| December 31, 2026 | End of the three-year period for the Continued Growth Initiatives Program financial targets; Goal to achieve 93% eWorq adoption globally. |
| December 31, 2027 | Transitional period expiry for certain medical devices under the European Union's Medical Device Regulation (MDR). |
| December 15, 2027 | Effective date for ASU 2024-03 for interim periods within fiscal years beginning after this date. |
| December 31, 2028 | Transitional period expiry for certain medical devices under the European Union's Medical Device Regulation (MDR). |
| February 1, 2029 | Maturity date for the 3.00% Convertible Senior Notes. |
| June 6, 2028 | Maturity date for all principal, interest, and other amounts outstanding under the Fourth Amended and Restated Credit Agreement. |
Recommendation
buyMerit Medical Systems demonstrated strong financial performance in 2025, marked by significant revenue growth, improved gross margins, and increased net income. The successful integration of recent acquisitions and the formal conclusion of the SEC inquiry remove potential uncertainties. While the company faces ongoing challenges from China's VBP policy and general industry competition, its strategic focus on innovation, operational efficiency, and commitment to sustainability positions it well for continued growth. The robust cash flow from operations further strengthens its financial health, making it an attractive investment for seasoned investors.
Keywords
Medical Devices, Interventional Cardiology, Radiology, Oncology, Endoscopy, SEC Filing, 10-K, Financial Results, Acquisitions, Corporate Governance, Risk Factors, Supply Chain, Regulatory Compliance, Cybersecurity, MMSI, Healthcare Technology, Profitability, Revenue Growth, International Sales, Capital Expenditures
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